Company Law Notes
Subject Overview
Company Law walks through the Companies Act 2013 — the legal backbone of every corporate entity a B.Com graduate will encounter. You'll cover the nature and types of companies, formation and incorporation, the Memorandum and Articles of Association, and the mechanics of share capital and company management (directors, DIN, meetings). The paper closes with dividends, accounts, audit provisions, and winding up, including the role of the NCLT and NCLAT. This is a 6-credit core paper across 4 units, and it directly builds on Corporate Accounting and Mercantile Law from earlier semesters.
Subject at a glance
4
Units
29
Topics
6
Credits
4
Infographics
Unit-wise Syllabus
4 units — open any unit for detailed topic-wise notes, diagrams and important exam questions
- Definition and characteristics of a company
- lifting the corporate veil
- company vs. partnership
- types of companies (one person, small, associate, dormant, producer)
- steps in incorporation
- promoters and pre-incorporation contracts
- online registration
- 1Name reservation
Apply on the MCA portal
- 2Prepare documents
MOA, AOA, declarations
- 3File SPICe+ form
With director details and DIN
- 4Certificate of incorporation
Company becomes a legal person
- 5Commencement
Business can begin
Study guide
This unit explains what a company is in law and how it is formed. You study its definition and characteristics, lifting the corporate veil, how a company differs from a partnership, types of company (one person, small, associate, dormant, producer), the steps in incorporation, promoters and pre-incorporation contracts and online registration. Note that the Companies Act, 2013 is the governing law.
- Meaning
- form
- contents and alteration of the Memorandum of Association
- relationship between MOA and AOA
- meaning and statutory requirements of a prospectus
Name clause
Company name with Ltd or Pvt Ltd
Registered office clause
State of the office
Object clause
Purpose of the company
Liability clause
Limited by shares or guarantee
Capital clause
Authorised capital
Study guide
The Memorandum of Association (MOA) defines the company's relationship with the outside world and the Articles (AOA) govern its internal management. You study the form, contents and alteration of the MOA, the relationship between MOA and AOA, and the meaning and statutory requirements of a prospectus. Learn the clauses of the MOA in order.
- Kinds and alteration of share capital
- allotment
- share certificates and warrants
- calls
- forfeiture and transfer of shares
- borrowing powers and debentures
- classification of directors
- DIN
- appointment and removal of directors
- meetings of shareholders and the board
- e-voting
Board meetings
Directors take decisions
Annual general meeting
Accounts, dividend, auditors
Extraordinary general meeting
Urgent special business
Class meetings
Specific class of shareholders
Study guide
This unit covers kinds and alteration of share capital, allotment, share certificates and warrants, calls, forfeiture, transfer of shares, borrowing powers, debentures, classification of directors, DIN, appointment and removal of directors, meetings of shareholders and the board and e-voting. Understand the different kinds of meeting and their quorum.
- Provisions relating to dividend payment
- books of account and audit
- auditor appointment and rotation
- secretarial audit
- concept and modes of winding up
- National Company Law Tribunal (NCLT) and Appellate Tribunal (NCLAT)
By the Tribunal (NCLT)
On grounds such as inability to pay debts or fraud
Voluntary
By members' decision
Under IBC
Insolvency resolution or liquidation process
Study guide
The final unit covers dividends, books of account and audit, auditor appointment and rotation, secretarial audit, winding up and its modes and the National Company Law Tribunal (NCLT) and the Appellate Tribunal (NCLAT). Learn the modes of winding up and the role of the NCLT.
Why Company Law Matters
Company law underpins how businesses are formed and governed, and it is core knowledge for careers in company secretaryship, law, audit, finance and entrepreneurship, including the CS foundation and executive exams.
How to Prepare for Company Law
- Learn the Companies Act, 2013 sections referred to in your notes along with their purpose.
- Make a table comparing the MOA and AOA, and comparing types of company.
- Study at least one real corporate-governance case to illustrate lifting the corporate veil.
Company Law: Frequently Asked Questions
What is lifting the corporate veil?
It means disregarding a company's separate legal personality, in cases such as fraud or tax evasion, and holding the people behind it personally responsible.
What is the difference between MOA and AOA?
The Memorandum of Association defines the company's objects and powers in relation to outsiders, while the Articles of Association set the rules for its internal management.